NEW YORK, July 29, 2026, 09:01 EDT — CBIZ (CBZ) stock jumped close to $55 after Grant Thornton’s $5 billion acquisition offer, leaving the arbitrage spread at 1%.
- CBIZ was quoted at $54.45 ahead of the market open, trading 1.0% below the $55 per share cash offer.
- An initial share count estimate places the basic equity value at approximately $2.99 billion. The stated enterprise value stands at $5 billion.
- Adjusted EBITDA declined by 14.3% in the second quarter. Net leverage was 3.4 times.
CBIZ Inc. NYSE:CBZ shares were quoted at $54.45 ahead of Wednesday’s session, representing a rise of roughly 16.6% from Tuesday’s closing price of $46.70. Grant Thornton Advisors proposed to acquire CBIZ for $55 per share in cash.
The 55-cent spread left amounts to only 1.0%, providing the most direct signal from investors. This tight margin indicates traders are assigning strong odds of a close.
The absence of a competing bid limits potential gains. As a result, the deal’s “go-shop” phase is more important than CBIZ’s upcoming earnings.
Although the headline value stands at $5 billion, shareholders are paid out less. On July 24, CBIZ had 54.27 million shares in circulation. With each share priced at $55, the basic common equity comes to approximately $2.99 billion.
This results in a provisional $2.01 billion enterprise-value bridge, representing approximately 40% of the disclosed value. The bridge reflects net debt along with other valuation adjustments, rather than only common equity.
These benchmarks indicate how the acquisition premium varies by baseline. The figures are based on stated terms and the latest market prices.
| Deal yardstick | Value | Investor comparison |
|---|---|---|
| Basic common equity check | $2.99 billion | Represents 59.7% of enterprise value |
| Announced enterprise value | $5.00 billion | Full value |
| Preliminary enterprise-value bridge | $2.01 billion | Makes up 40.3% of enterprise value |
| Tuesday closing price | $46.70 | Bid premium: 17.8% |
| 08:56 EDT premarket price | $54.45 | Gross spread: 1.0% |
| Early-2025 share-price peak | $88.65 | Bid is down 38.0% |
*Initial calculations are based on 54,274,405 shares outstanding. They do not take into account final award handling or end-of-period balance adjustments.
The agreement was announced as quarterly operating results came in soft. Revenue edged down 0.2% to $682 million. Adjusted EBITDA decreased 14.3% to $103 million. Net income declined 55.6% to $19 million.
Net leverage was 3.4 times, marking a decrease of 0.3 turn from the previous year. The leverage level contributes to the significant difference between equity value and enterprise value.
CBIZ retracted its 2026 outlook and called off its scheduled earnings call, citing the transaction as the reason for both actions. The company continues working on absorbing Marcum, which it acquired in 2024 for $2.3 billion.
The premium calculation largely relies on the initial share price. The proposal stands 17.8% higher than the closing price on Tuesday. This represents an increase of about 54% compared to the 30-day volume-weighted average price.
The disclosure suggests an initial average of about $35.70. However, $55 is still 38% under CBIZ’s $88.65 high last year. The stated premium comes after a sustained fall in the share price.
Grant Thornton is projected to rank as the fifth-biggest professional-services firm in the U.S., according to the companies. Domestic annual revenue is anticipated to top $5 billion, with the global platform expected to bring in almost $7.5 billion.
Jim Peko, CEO of Grant Thornton, stated the merger would “broaden our ability to support businesses through every stage of growth.” SEC
Following completion, New Mountain Capital intends to spin off CBIZ’s Benefits and Insurance Services division. The business would operate independently, supported by New Mountain.
Total financing commitments amount to $5.2 billion, which covers deal expenses. The buyer would pay a $198.4 million termination fee in the event of certain specified failures. This represents roughly 6.6% of the preliminary basic equity commitment.
CBIZ’s usual breakup fee stands at $107.5 million, dropping to $49.6 million for go-shop deals that meet specific criteria. The reduced fee is roughly 1.7% of the company’s basic equity value.
CBIZ is permitted to solicit other offers until August 27, which currently represents the primary opportunity for a price exceeding $55. Grant Thornton anticipates closing the deal in the fourth quarter.
Risks: Shareholder approval and U.S. antitrust clearance are still pending. The deal carries an outside date of July 28, 2027. Should the transaction not close, CBIZ could once more face risks tied to margin pressure, leverage, and Marcum integration.
In recent premarket trading, buyers were offering close to the full value. The focus has shifted from independent earnings to the likelihood of the deal being completed and the possibility of an increased offer.
